GWW WW Grainger Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Williams Susan Slavik	2. Issuer Name and Ticker or Trading Symbol W.W. GRAINGER, INC. [ GWW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 100 GRAINGER PARKWAY	3. Date of Earliest Transaction (MM/DD/YYYY) 6/1/2020
(Street) LAKE FOREST, IL 60045 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								8342	D
Common Stock								350314	I	By Trust (1)
Common Stock								48939	I	By Trust (1)
Common Stock								1554	I	By Trust (2)
Common Stock								704359	I	By Trust (3)
Common Stock								1635760	I	By Corporation (4)
Common Stock								2763534	I	By LLC (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(6)	6/1/2020		A		3		(7)	(7)	Common Stock	3	$309.62	579	D

Explanation of Responses:
(1)	Shares held by trusts for which Ms. Slavik Williams serves as trustee and is the sole beneficiary.
(2)	Shares held by trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest in such shares.
(3)	Shares held by trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares.
(4)	Shares held by corporation of which Ms. Slavik Williams is a director. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.
(5)	Shares held by limited liability company of which Ms. Slavik Williams is the sole manager. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein.
(6)	1-for-1
(7)	The stock units are expected to settle in shares of common stock on a one-for-one basis following end of service as a director.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Williams Susan Slavik 100 GRAINGER PARKWAY LAKE FOREST, IL 60045	X

Signatures
Hugo Dubovoy, Jr., as attorney-in-fact		6/2/2020
**Signature of Reporting Person		Date